Obligation Procter & Gamble Inc. 3.55% ( US742718FJ38 ) en USD

Procter & Gamble Inc.

100 % ▼

Etas-Unis

US742718FJ38 ( en USD )

3.55% par an ( paiement semestriel )

25/03/2040

Prospectus brochure de l'obligation Procter & Gamble US742718FJ38 en USD 3.55%, échéance 25/03/2040

2 000 USD

1 000 000 000 USD

742718FJ3

AA- ( Haute qualité )

Aa3 ( Haute qualité )

25/03/2026 ( Dans 100 jours )

Procter & Gamble est une entreprise multinationale américaine de biens de consommation, produisant et commercialisant des produits d'hygiène personnelle, de soins ménagers et d'alimentation dans le monde entier.

L'obligation Procter & Gamble (US742718FJ38, CUSIP 742718FJ3), émise aux États-Unis pour un montant total de 1 000 000 000 USD, avec un prix actuel de marché de 100%, offre un taux d'intérêt de 3,55%, une maturité fixée au 25/03/2040, une fréquence de paiement semestrielle, une taille minimale d'achat de 2 000 USD et bénéficie d'une notation AA- par Standard & Poor's et Aa3 par Moody's.

Form 424B5
424B5 1 d891554d424b5.htm FORM 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee (1)
2.450% Notes due 2025

$750,000,000

$97,350
2.800% Notes due 2027

$500,000,000

$64,900
3.000% Notes due 2030

$1,500,000,000

$194,700
3.550% Notes due 2040

$1,000,000,000

$129,800
3.600% Notes due 2050

$1,250,000,000

$162,250
Total

$5,000,000,000

$649,000

(1)
The filing fee of $649,000 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221035
Prospectus Supplement to Prospectus dated October 20, 2017
$5,000,000,000
The Procter & Gamble Company
$750,000,000 2.450% Notes due 2025
$500,000,000 2.800% Notes due 2027
$1,500,000,000 3.000% Notes due 2030
$1,000,000,000 3.550% Notes due 2040
$1,250,000,000 3.600% Notes due 2050

The 2.450% notes will mature on March 25, 2025, the 2.800% notes will mature on March 25, 2027, the 3.000% notes will mature on March 25,
2030, the 3.550% notes will mature on March 25, 2040 and the 3.600% notes will mature on March 25, 2050. References to the "notes" refer to the
2.450% notes, the 2.800% notes, the 3.000% notes, the 3.550% notes and the 3.600% notes, collectively.
Interest on the notes will be payable on March 25 and September 25 of each year, as applicable. The first interest payment date for the notes will be
September 25, 2020. Interest on the notes will accrue from March 25, 2020. We may redeem some or all of the notes at any time at the redemption prices
described in this prospectus supplement.
See "Risk Factors" beginning on page S-3 to read about important factors you should consider before buying the
notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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Form 424B5

Initial Offering Price

Underwriting Discount

Proceeds, Before Expenses, to us

Per Note
Total
Per Note
Total

Per Note

Total

2.450% Notes
99.841% $
748,807,500 0.350% $
2,625,000
99.491% $
746,182,500
2.800% Notes
99.748% $
498,740,000 0.400% $
2,000,000
99.348% $
496,740,000
3.000% Notes
99.760% $
1,496,400,000 0.450% $
6,750,000
99.310% $
1,489,650,000
3.550% Notes
99.503% $
995,030,000 0.750% $
7,500,000
98.753% $
987,530,000
3.600% Notes
99.364% $
1,242,050,000 0.875% $
10,937,500
98.489% $
1,231,112,500

Total

$
4,981,027,500
$
29,812,500
$
4,951,215,000

The initial public offering prices set forth above do not include accrued interest, if any. Interest on the notes of each series will accrue from
March 25, 2020 and must be paid by the purchasers if the notes are delivered after March 25, 2020. The notes will not be listed on any securities exchange.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its participants, including
Clearstream Banking, société anonyme, and Euroclear Bank SA/NV as operator of the Euroclear System, on or about March 25, 2020.

Joint Book-Running Managers

Citigroup

Goldman Sachs & Co. LLC
Morgan Stanley
Senior Co-Managers

Deutsche Bank Securities

HSBC
Co-Managers

BofA Securities

Barclays

BBVA

MUFG

RBC Capital Markets

US Bancorp

ING

Siebert Williams Shank

Wells Fargo Securities

Fifth Third Securities

PNC Capital Markets
Prospectus Supplement dated March 23, 2020
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
S-1
The Company
S-2
Risk Factors
S-3
Summary Consolidated Financial Information
S-10
Use of Proceeds
S-11
Capitalization
S-12
Description of the Notes
S-13
Certain U.S. Federal Tax Considerations
S-22
Underwriting
S-28
Validity of the Notes
S-32
Incorporation of Certain Information by Reference
S-32
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Form 424B5
Where You Can Find More Information
S-32

Prospectus

About This Prospectus

1
The Company

2
Forward-Looking Statements

3
Use of Proceeds

4
Consolidated Ratio of Earnings to Fixed Charges

5
Description of Debt Securities

6
Plan of Distribution

14
Legal Opinions

16
Experts

16
Incorporation of Certain Information by Reference

16
Where You Can Find More Information

17
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus supplement, or the information incorporated by
reference in this prospectus supplement, may add to, update or change the information in the accompanying prospectus. If information in this
prospectus supplement, or the information incorporated by reference in this prospectus supplement, is inconsistent with the accompanying
prospectus, this prospectus supplement, or the information incorporated by reference in this prospectus supplement, will apply and will supersede
that information in the accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in
making your investment decision. You should also read and consider the information in the documents we have referred you to in "Incorporation
of Certain Information by Reference" in this prospectus supplement.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in
this prospectus supplement or the accompanying prospectus and, if given or made, such information or representations must not be relied upon as
having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an
offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement or the
accompanying prospectus, nor any sale made hereunder or thereunder shall, under any circumstances, create any implication that there has been
no change in our affairs since the date of this prospectus supplement or the accompanying prospectus, or that the information contained or
incorporated by reference herein or therein is correct as of any time subsequent to the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or on
behalf of the underwriters, to subscribe to or purchase, any of the notes, and may not be used for or in connection with an offer or solicitation by
anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation. See "Underwriting."
Unless otherwise specified, all references in this prospectus supplement to: (a) "Procter & Gamble," "P&G," "the Company," "we," "us,"
and "our" are to The Procter & Gamble Company and its subsidiaries; (b) "fiscal" followed by a specific year are to our fiscal year ended or
ending June 30 of that year; and (c) "U.S. dollars," "dollars," "U.S. $" or "$" are to the currency of the United States of America.

S-1
Table of Contents
THE COMPANY
The Procter & Gamble Company is focused on providing branded products of superior quality and value to improve the lives of the world's
consumers, now and for generations to come. The Company was incorporated in Ohio in 1905, having been built from a business founded in 1837 by
William Procter and James Gamble. Today, our products are sold in more than 180 countries and territories. Our principal executive offices are located at
One Procter & Gamble Plaza, Cincinnati, Ohio 45202, and our telephone number is (513) 983-1100.
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Form 424B5
In the United States, as of June 30, 2019, we owned and operated 24 manufacturing sites located in 18 different states. In addition, we owned
and operated 85 manufacturing sites in 37 other countries. Many of the domestic and international sites manufacture products for multiple businesses.

S-2
Table of Contents
RISK FACTORS
We discuss our expectations regarding future performance, events and outcomes, such as our business outlook and objectives in this
document, as well as in our annual report, quarterly reports, current reports on Form 8-K, press releases and other written and oral communications. All
statements, except for historical and present factual information, are "forward-looking statements" and are based on financial data and business plans
available only as of the time the statements are made, which may become outdated or incomplete. We assume no obligation to update any forward-looking
statements as a result of new information, future events or other factors. Forward-looking statements are inherently uncertain, and investors must
recognize that events could significantly differ from our expectations.
The following discussion of "risk factors" identifies significant factors that may adversely affect our business, operations, financial position
or future financial performance. This information should be read in conjunction with Management's Discussion and Analysis and the consolidated
financial statements and related notes included in our annual report, quarterly reports and current reports on Form 8-K which are incorporated by
reference into this document. The following discussion of risks is not all inclusive, but is designed to highlight what we believe are important factors to
consider when evaluating our expectations. These and other factors could cause our future results to differ from those in the forward-looking statements
and from historical trends.
Our business is subject to numerous risks as a result of our having significant operations and sales in international markets, including
foreign currency fluctuations, currency exchange or pricing controls and localized volatility.
We are a global company, with operations in approximately 70 countries and products sold in more than 180 countries and territories around the
world. We hold assets, incur liabilities, earn revenues and pay expenses in a variety of currencies other than the U.S. dollar, and our operations outside the
U.S. generate more than fifty percent of our net revenue. Fluctuations in exchange rates for foreign currencies may reduce the U.S. dollar value of
revenues, profits and cash flows we receive from non-U.S. markets, increase our supply costs (as measured in U.S. dollars) in those markets, negatively
impact our competitiveness in those markets or otherwise adversely impact our business results or financial condition. Moreover, discriminatory or
conflicting fiscal or trade policies in different countries, including changes to tariffs and existing trade policies and agreements, could adversely affect our
results. See also the Results of Operations and Cash Flow, Financial Condition and Liquidity sections of "Management's Discussion and Analysis" and
Note 9 to our consolidated financial statements included in our annual report, which is incorporated by reference into this document.
We also have businesses and maintain local currency cash balances in a number of countries with currency exchange, import authorization, pricing or
other controls or restrictions, such as Nigeria, Algeria, Egypt and Turkey. Our results of operations and financial condition could be adversely impacted if
we are unable to successfully manage such controls and restrictions, continue existing business operations and repatriate earnings from overseas, or if new
or increased tariffs, quotas, exchange or price controls, trade barriers or similar restrictions are imposed on our business.
Additionally, our business, operations or employees may be adversely affected by political volatility, labor market disruptions or other crises or
vulnerabilities in individual countries or regions, including political instability or upheaval, broad economic instability or sovereign risk related to a default
by or deterioration in the credit worthiness of local governments, particularly in emerging markets.
Uncertain global economic conditions may adversely impact demand for our products or cause our customers and other business partners to
suffer financial hardship, which could adversely impact our business.
Our business could be negatively impacted by reduced demand for our products related to one or more significant local, regional or global economic
disruptions, such as: a slow-down in the general economy; reduced market growth rates; tighter credit markets for our suppliers, vendors or customers; a

S-3
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significant shift in government policies; the deterioration of economic relations between countries or regions, including potential negative consumer
sentiment toward non-local products or sources; or the inability to conduct day-to-day transactions through our financial intermediaries to pay funds to or
collect funds from our customers, vendors and suppliers. Additionally, economic conditions may cause our suppliers, distributors, contractors or other third
party partners to suffer financial difficulties that they cannot overcome, resulting in their inability to provide us with the materials and services we need, in
which case our business and results of operations could be adversely affected. Customers may also suffer financial hardships due to economic conditions
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Form 424B5
such that their accounts become uncollectible or are subject to longer collection cycles. In addition, if we are unable to generate sufficient income and cash
flow, it could affect the Company's ability to achieve expected share repurchase and dividend payments.
Disruptions in credit markets or changes to our credit ratings may reduce our access to credit.
A disruption in the credit markets or a downgrade of our current credit rating could increase our future borrowing costs and impair our ability to
access capital and credit markets on terms commercially acceptable to us, which could adversely affect our liquidity and capital resources or significantly
increase our cost of capital.
Disruption in our global supply chain may negatively impact our business results.
Our ability to meet our customers' needs and achieve cost targets depends on our ability to maintain key manufacturing and supply arrangements,
including execution of supply chain optimizations and certain sole supplier or sole manufacturing plant arrangements. The loss or disruption of such
manufacturing and supply arrangements, including for issues such as labor disputes, loss or impairment of key manufacturing sites, discontinuity in our
internal information and data systems, inability to procure sufficient raw or input materials, significant changes in trade policy, natural disasters, increasing
severity or frequency of extreme weather events due to climate change or otherwise, acts of war or terrorism or other external factors over which we have
no control, could interrupt product supply and, if not effectively managed and remedied, have an adverse impact on our business, financial condition or
results of operations.
Our businesses face cost fluctuations and pressures that could affect our business results.
Our costs are subject to fluctuations, particularly due to changes in the prices of commodities and raw materials and the costs of labor, transportation,
energy, pension and healthcare. Therefore, our business results are dependent, in part, on our continued ability to manage these fluctuations through pricing
actions, cost saving projects and sourcing decisions, while maintaining and improving margins and market share. Failure to manage these fluctuations could
adversely impact our financial results.
Our ability to meet our growth targets depends on successful product, marketing and operations innovation and successful responses to
competitive innovation and changing consumer habits.
We are a consumer products company that relies on continued global demand for our brands and products. Achieving our business results depends,
in part, on successfully developing, introducing and marketing new products and on making significant improvements to our equipment and manufacturing
processes. The success of such innovation depends on our ability to correctly anticipate customer and consumer acceptance and trends, to obtain, maintain
and enforce necessary intellectual property protections and to avoid infringing upon the intellectual property rights of others. We must also successfully
respond to technological advances made by, and intellectual property rights granted to, competitors. Failure to continually innovate, improve and respond
to competitive moves and changing consumer habits could compromise our competitive position and adversely impact our results.
The ability to achieve our business objectives is dependent on how well we can compete with our local and global competitors in new and
existing markets and channels.
The consumer products industry is highly competitive. Across all of our categories, we compete against a wide variety of global and local
competitors. As a result, we experience ongoing competitive pressures in the environments in which we operate, which may result in challenges in
maintaining profit margins. To address these challenges, we must be able to successfully respond to competitive factors

S-4
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and emerging retail trends, including pricing, promotional incentives, product delivery windows and trade terms. In addition, evolving sales channels and
business models may affect customer and consumer preferences as well as market dynamics, which, for example, may be seen in the growing consumer
preference for shopping online, ease of competitive entry into certain categories, and growth in hard discounter channels. Failure to successfully respond to
competitive factors and emerging retail trends, and effectively compete in growing sales channels and business models, particularly e-commerce and
mobile commerce applications, could negatively impact our results.
A significant change in customer relationships or in customer demand for our products could have a significant impact on our business.
We sell most of our products via retail customers, which include mass merchandisers, e-commerce, grocery stores, membership club stores, drug
stores, department stores, distributors, wholesalers, baby stores, specialty beauty stores, high-frequency stores and pharmacies. Our success is dependent on
our ability to successfully manage relationships with our retail trade customers, which includes our ability to offer trade terms that are mutually acceptable
and are aligned with our pricing and profitability targets. Continued concentration among our retail customers could create significant cost and margin
pressure on our business, and our business performance could suffer if we cannot reach agreement with a key customer on trade terms and principles. Our
business could also be negatively impacted if a key customer were to significantly reduce the inventory level or shelf space of our products as a result of
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increased offerings of private label brands and generic non-branded products or for other reasons, significantly tighten product delivery windows or
experience a significant business disruption.
If the reputation of the Company or one or more of our brands erodes significantly, it could have a material impact on our financial results.
The Company's reputation, and the reputation of our brands, form the foundation of our relationships with key stakeholders and other constituencies,
including consumers, customers and suppliers. The quality and safety of our products are critical to our business. Many of our brands have worldwide
recognition and our financial success is directly dependent on the success of our brands. The success of our brands can suffer if our marketing plans or
product initiatives do not have the desired impact on a brand's image or its ability to attract consumers. Our results could also be negatively impacted if one
of our brands suffers substantial harm to its reputation due to a significant product recall, product-related litigation, defects or impurities in our products,
product misuse, changing consumer perceptions of certain ingredients or environmental impacts, allegations of product tampering or the distribution and
sale of counterfeit products. Additionally, negative or inaccurate postings or comments on social media or networking websites about the Company or one
of its brands could generate adverse publicity that could damage the reputation of our brands or the Company. If we are unable to effectively manage real
or perceived issues, including concerns about safety, quality, ingredients, efficacy, environmental impacts or similar matters, sentiments toward the
Company or our products could be negatively impacted and our financial results could suffer. Our Company also devotes time and resources to citizenship
efforts that are consistent with our corporate values and are designed to strengthen our business and protect and preserve our reputation, including
programs driving ethics and corporate responsibility, strong communities, diversity and inclusion, gender equality and environmental sustainability. If these
programs are not executed as planned or suffer negative publicity, the Company's reputation and financial results could be adversely impacted.
We rely on third parties in many aspects of our business, which creates additional risk.
Due to the scale and scope of our business, we must rely on relationships with third parties, including our suppliers, contract manufacturers,
distributors, contractors, commercial banks, joint venture partners and external business partners, for certain functions. If we are unable to effectively
manage our third party relationships and the agreements under which our third party partners operate, our financial results could suffer. Additionally, while
we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, governance
and compliance, thereby potentially increasing our financial, legal, reputational and operational risk.
An information security or operational technology incident, including a cybersecurity breach, or the failure of one or more key information
or operations technology systems, networks, hardware, processes, and/or associated sites owned or operated by the Company or one of its service
providers could have a material adverse impact on our business or reputation.

S-5
Table of Contents
As part of the Company's regular review of potential risks, we maintain an information and operational technology ("IT/OT") risk management
program that is primarily supervised by information technology management and reviewed by internal cross-functional stakeholders. As part of this
program, analyses of emerging cybersecurity threats as well as the Company's plans and strategies to address them are regularly prepared and presented to
senior management, the Audit Committee and the Board of Directors. Despite our policies, procedures and programs, including this IT/OT risk
management program, we may not be effective in identifying and mitigating every risk to which we are exposed.
We rely extensively on IT/OT systems, networks and services, including internet and intranet sites, data hosting and processing facilities and
technologies, physical security systems and other hardware, software and technical applications and platforms, many of which are managed, hosted,
provided and/or used by third parties or their vendors, to assist in conducting our business. The various uses of these IT/OT systems, networks and services
include, but are not limited to:

·
ordering and managing materials from suppliers;

·
converting materials to finished products;

·
shipping products to customers;

·
marketing and selling products to consumers;

·
collecting, transferring, storing and/or processing customer, consumer, employee, vendor, investor, and other stakeholder information

and personal data, including such data from persons covered by an expanding landscape of privacy and data regulations, such as
citizens of the European Union who are covered by the General Data Protection Regulation ("GDPR");

·
summarizing and reporting results of operations, including financial reporting;

·
managing our banking and other cash liquidity systems and platforms;

·
hosting, processing and sharing, as appropriate, confidential and proprietary research, business plans and financial information;

·
collaborating via an online and efficient means of global business communications;
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Form 424B5

·
complying with regulatory, legal and tax requirements;

·
providing data security; and

·
handling other processes necessary to manage our business.
Numerous and evolving information security threats, including advanced persistent cybersecurity threats, pose a risk to the security of our services,
systems, networks and supply chain, as well as to the confidentiality, availability and integrity of our data and of our critical business operations. As
cybersecurity threats rapidly evolve in sophistication and become more prevalent across the industry globally, the Company is continually increasing its
attention to these threats. We assess potential threats and vulnerabilities and make investments seeking to address them, including ongoing monitoring and
updating of networks and systems, increasing specialized information security skills, deploying employee security training, and updating security policies
for the Company and its third-party providers. However, because the techniques, tools and tactics used in cyber -attacks frequently change and may be
difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms
after such an attack.
Our IT/OT databases and systems and our third-party providers' databases and systems have been, and will likely continue to be, subject to advanced
computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, social engineering, hacking and
other cyber-attacks. Such attacks may originate from outside parties, hackers, criminal organizations or other threat actors, including nation states. In
addition, insider actors-malicious or

S-6
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otherwise-could cause technical disruptions and/or confidential data leakage. To date, we have seen no material impact on our business or operations from
these attacks; however, we cannot guarantee that our security efforts or the security efforts of our third-party providers will prevent material breaches,
operational incidents or other breakdowns to our or our third-party providers' IT/OT databases or systems.
Periodically, we also need to upgrade our IT/OT systems or adopt new technologies. If such a new system or technology does not function properly
or otherwise exposes us to increased cybersecurity breaches and failures, it could affect our ability to order materials, make and ship orders, and process
payments in addition to other operational and information integrity and loss issues. Further, if the IT/OT systems, networks or service providers we rely
upon fail to function properly or cause operational outages or aberrations, or if we or one of our third-party providers suffer significant unavailability of
key operations, or inadvertent disclosure of, lack of integrity of, or loss of our sensitive business or stakeholder information, due to any number of causes,
ranging from catastrophic events or power outages to improper data handling, security incidents or employee error or malfeasance, and our business
continuity plans do not effectively address these failures on a timely basis, we may be exposed to reputational, competitive, operational, financial and
business harm as well as litigation and regulatory action. The costs and operational consequences of responding to the above items and implementing
remediation measures could be significant and could adversely impact our results.
Changing political conditions could adversely impact our business and financial results.
Changes in the political conditions in markets in which we manufacture, sell or distribute our products may be difficult to predict and may adversely
affect our business and financial results. For example, the United Kingdom's withdrawal from the European Union ("Brexit") has created uncertainty
regarding, among other things, the U.K.'s future legal and economic framework and how the U.K. will interact with other countries, including with respect
to the free movement of goods, services, capital and people. In addition, results of elections, referendums or other political processes in certain markets in
which our products are manufactured, sold or distributed could create uncertainty regarding how existing governmental policies, laws and regulations may
change, including with respect to sanctions, taxes, the movement of goods, services, capital and people between countries and other matters. The potential
implications of such uncertainty, which include, among others, exchange rate fluctuations, tariffs, trade barriers and market contraction, could adversely
affect the Company's business and financial results.
We must successfully manage compliance with laws and regulations, as well as manage new and pending legal and regulatory matters in the
U.S. and abroad.
Our business is subject to a wide variety of laws and regulations across the countries in which we do business, including those laws and regulations
involving intellectual property, product liability, product composition or formulation, packaging content or disposability, marketing, antitrust, data
protection, environmental (including climate, water, waste), employment, anti-bribery, anti-corruption, tax, accounting and financial reporting or other
matters. Rapidly changing laws, regulations, policies and related interpretations, as well as increased enforcement actions, create challenges for the
Company, including our compliance and ethics programs, may alter the environment in which we do business and may increase the ongoing costs of
compliance, which could adversely impact our financial results. If we are unable to continue to meet these challenges and comply with all laws,
regulations, policies and related interpretations, it could negatively impact our reputation and our business results. Failure to successfully manage
regulatory and legal matters and resolve such matters without significant liability or damage to our reputation may materially adversely impact our results
of operations and financial position. Furthermore, if pending legal or regulatory matters result in fines or costs in excess of the amounts accrued to date,
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that may also materially impact our results of operations and financial position.
Changes in applicable tax regulations and resolutions of tax disputes could negatively affect our financial results.
The Company is subject to taxation in the U.S. and numerous foreign jurisdictions. Changes in the various tax laws can and do occur. For example,
the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "U.S. Tax Act"). The changes
included in the U.S. Tax Act are broad and complex. The ongoing impacts of the U.S. Tax Act may differ from the estimates provided in the reports we
file with the Securities and Exchange Commission, possibly

S-7
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materially, due to, among other things, changes in interpretations, any regulatory guidance or legislative action to address questions that arise or any
updates or changes to estimates the Company has used to calculate the impacts.
Additionally, longstanding international tax norms that determine each country's jurisdiction to tax cross-border international trade are subject to
potential evolution. An outgrowth of the original Base Erosion and Profit Shifting ("BEPS") project is a new project undertaken by the 129 member
countries of the expanded OECD Inclusive Framework focused on "Addressing the Challenges of the Digitalization of the Economy." The breadth of this
project extends beyond pure digital businesses and is likely to impact all multinational businesses by potentially redefining jurisdictional taxation rights. As
this and other tax laws and related regulations change or evolve, our financial results could be materially impacted. Given the unpredictability of these
possible changes, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our
earnings and cash flow, but such changes could adversely impact our financial results.
Furthermore, we are subject to regular review and audit by both foreign and domestic tax authorities. While we believe our tax positions will be
sustained, the final outcome of tax audits and related litigation, including maintaining our intended tax treatment of divestiture transactions such as the
fiscal 2017 Beauty Brands transaction with Coty, may differ materially from the tax amounts recorded in our consolidated financial statements, which
could adversely impact our cash flows and financial results.
We must successfully manage ongoing acquisition, joint venture and divestiture activities.
As a company that manages a portfolio of consumer brands, our ongoing business model includes a certain level of acquisition, joint venture and
divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against our business
objectives. Specifically, our financial results could be adversely impacted by the dilutive impacts from the loss of earnings associated with divested brands
or dissolution of joint ventures. Our financial results could also be impacted by acquisitions or joint venture activities, such as the integration of Merck
KGaA's Consumer Health business acquired in fiscal 2019, if: 1) changes in the cash flows or other market-based assumptions cause the value of acquired
assets to fall below book value, or 2) we are not able to deliver the expected cost and growth synergies associated with such acquisitions and joint ventures,
including as a result of integration and collaboration challenges, which could also have an impact on goodwill and intangible assets.
Our business results depend on our ability to successfully manage productivity improvements and ongoing organizational change.
Our financial projections assume certain ongoing productivity improvements and cost savings, including staffing adjustments as well as employee
departures. Failure to deliver these planned productivity improvements and cost savings, while continuing to invest in business growth, could adversely
impact our financial results. Additionally, successfully executing organizational change, including the move to a new organizational structure in fiscal
2020, management transitions at leadership levels of the Company and motivation and retention of key employees, is critical to our business success.
Factors that may affect our ability to attract and retain sufficient numbers of qualified employees include employee morale, our reputation, competition
from other employers and availability of qualified personnel. Our success is dependent on identifying, developing and retaining key employees to provide
uninterrupted leadership and direction for our business. This includes developing and retaining organizational capabilities in key growth markets where the
depth of skilled or experienced employees may be limited and competition for these resources is intense, as well as continuing the development and
execution of robust leadership succession plans.
We must successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of a disease
outbreak, including epidemics, pandemics, or similar widespread public health concerns.
Our business may be negatively impacted by the fear of exposure to or actual effects of a disease outbreak, epidemic, pandemic, or similar
widespread public health concern, such as reduced travel or recommendations or mandates from governmental authorities to avoid large gatherings or to
self-quarantine as a result of the novel coronavirus (COVID-19) pandemic. These impacts include, but are not limited to:

·
Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other
things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, or financial

hardship, shifts in demand away from one or more of our more discretionary or higher priced products to lower priced products, or
stockpiling or similar pantry-loading activity; if prolonged such impacts can further increase the difficulty of planning for operations and may
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Form 424B5
adversely impact our results;

·
Inability to meet our customers' needs and achieve costs targets due to disruptions in our manufacturing and supply arrangements caused by

the loss or disruption of essential manufacturing and supply elements such as raw materials or other finished product components,
transportation, workforce, or other manufacturing and distribution capability;

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·
Failure of third parties on which we rely, including our suppliers, contract manufacturers, distributors, contractors, commercial banks, joint

venture partners and external business partners, to meet their obligations to the Company, or significant disruptions in their ability to do so,
which may be caused by their own financial or operational difficulties and may adversely impact our operations; or

·
Significant changes in the political conditions in markets in which we manufacture, sell or distribute our products, including quarantines,
governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our

employees' ability to travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers, or customers
from sufficiently staffing operations, including operations necessary for the production, distribution, sale, and support of our products, which
could adversely impact our results.
Despite our efforts to manage and remedy these impacts to the Company, their ultimate impact also depends on factors beyond our knowledge or
control, including the duration and severity of any such outbreak as well as third-party actions taken to contain its spread and mitigate its public health
effects.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The following summary consolidated financial information as of December 31, 2019 and for the three month periods ended December 31,
2019 and December 31, 2018 has been derived from our unaudited consolidated financial statements contained in our Quarterly Report on Form 10-Q for
the quarter ended December 31, 2019. The summary consolidated information as of June 30, 2019 has been derived from our audited consolidated financial
statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019. The results for the interim period ended December 31,
2019 are not necessarily indicative of the results for the full fiscal year.

Three Months Ended December 31,

2019

2018

(Amounts in Millions Except Per

Share Amounts)

NET SALES

$
18,240
$
17,438
Cost of products sold

8,869

8,919
Selling, general and administrative expense

4,889

4,623

OPERATING INCOME

4,482

3,896

Interest expense

(100)

(138)
Interest income

36

63
Other non-operating income, net

114

95

EARNINGS BEFORE INCOME TAXES

4,532

3,916
Income taxes

789

700

NET EARNINGS

3,743

3,216

Less: Net earnings attributable to noncontrolling interests

26

22

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE

$
3,717
$
3,194

NET EARNINGS PER SHARE (1)

Basic

$
1.47
$
1.25
Diluted

1.41

1.22
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

2,630.1

2,623.0

(1)
Basic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Procter & Gamble.

As of
As of
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Form 424B5

December 31, 2019
June 30, 2019

(Amounts in Millions)

WORKING CAPITAL

$
(11,247)
$
(7,538)
TOTAL ASSETS

$
111,723
$
115,095
LONG-TERM DEBT

$
18,985
$
20,395
SHAREHOLDERS' EQUITY

$
45,908
$
47,579

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USE OF PROCEEDS
The net proceeds, after deducting underwriting discounts and estimated offering expenses payable by us, from the sale of the notes offered hereby
will be approximately $4.95 billion. We intend to use the net proceeds from this offering for general corporate purposes, which may include the repayment
of commercial paper.

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CAPITALIZATION
The following table sets forth our and our subsidiaries' consolidated capitalization at December 31, 2019.

December 31, 2019

(in millions of dollars

except per share amounts)
Debt:

Debt due within one year (1)

$
9,153
Long-term debt

18,985

Total Debt (2)

28,138
Shareholders' Equity:

Convertible Class A preferred stock, stated value $1 per share; 600,000,000 shares authorized, 86,115,834 shares
outstanding

911
Non-Voting Class B preferred stock, stated value $1 per share; 200,000,000 shares authorized, none outstanding

--
Common stock, stated value $1 per share; 10,000,000,000 shares authorized, 2,469,452,884 outstanding

4,009
Additional paid-in capital

64,019
Reserve for Employee Stock Ownership Plan debt retirement

(1,112)
Accumulated other comprehensive income/(loss)

(14,942)
Treasury stock

(105,761)
Retained earnings

98,414
Noncontrolling interest

370

Total Shareholders' Equity

45,908

Total Capitalization

$
74,046

(1)
Includes $3.0 billion equivalent to current portion of long-term debt due within one year. We maintain credit facilities in support of our short-term
commercial paper borrowings. At December 31, 2019 our credit lines with banks amounted to $8.0 billion and were undrawn.
(2)
Total debt includes $27.9 billion of The Procter & Gamble Company debt. The balance of debt is held by subsidiaries. Total debt at December 31,
2019 does not include $5.0 billion of notes offered hereby. In addition, as of March 20, 2020, there has been an increase in total debt of
approximately $1.8 billion as compared with the amount shown above as of December 31, 2019.

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DESCRIPTION OF THE NOTES
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Document Outline

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